Research On The Legal Issues Of Shares Nominationin The Listed Company

In recent years, the issues of shares nomination have became the hotspot in corporation law field. The shares nomination is a form to dispose one’s equity or shares. In the process of operating and investing activities, the actual investor reach an agreement with others for his own reasons. In this agreement, others should fulfill shareholders’ rights and obligations as a share holder in the name of the actual investor. There are complicated legal relationship between dormant shareholders, nominal shareholders, the company, other shareholders and the third person outside the company in shares nomination. The third version of Company Law Explanation has made the rules about shares nomination, but the effectiveness of shares nomination in the listed company still can’t be confirmed in legislation because of the securities market characteristics of integration and free. And because of the prohibition of the CSRC on shares nomination of listed company, this has also been a problem in the regulatory level which can’t be settled properly. In this paper, by demonstrating the legitimacy of the shares nomination of listed company, and analyzing the types and reasons of shares nomination, I tried to analyze and conclude the proper way to establishing and perfecting the system of the shares nomination of listed company.Part one:Demonstrating the legitimacy of the shares nomination in listed company, analyzing the system value of the shares nomination in listed company. As a form of principal-agent, shares nomination has its legal basis in the civil law. Company law also had a confirmation of the availability of shares nomination. Shares nominating is a legally binding act. The CSRC prohibits the shares nomination in listed company in the absence of adequate legal basis couldn’t achieve its goal. Establishing and improving the system of shares nomination in listed company as soon as possible has its theoretical and practical value.Part two:Listed the general type and causes of the shares nomination in listed company, and analyzed the advantages and disadvantages of this forms. The shares nomination are mainly divided into general nomination, trust nomination, the worker group nomination and PE nomination. There are legal causes for nomination such as equity incenting, business development needs, personal privacy and other reasons, there are also illegal reasons as to evade legal restrictions, transporting illegal interests, etc. The diversity of the form marked for the supervision of a listed company shares holding should not be simplified, but should satisfy investors in reasonable way and on the basis of the actual demand.Part three:I put forward the measures of the establishment and perfection of the legal supervision system from aspects of the regulatory model of reform, the improvement of laws and regulations and configuration of responsibility and obligation of information disclosure on the basis of recognizing of the legitimacy of the shares nomination in listed company.